Tharimmune Inc SEC Filings

Tharimmune, Inc. director William Thomas Wiley Jr. filed an initial ownership report stating that he beneficially owns no securities of the company as of the event date of January 30, 2026. The filing lists no non-derivative or derivative holdings and reports no transactions.

Tharimmune, Inc. executive Jacob Asbury, the company’s Chief Financial Officer, filed an initial ownership report on Form 3. The filing states that no securities of Tharimmune are beneficially owned, meaning he reported holding no company shares or derivative securities as of the reported event date.

Tharimmune, Inc. received a beneficial ownership report from Broadridge Financial Solutions, Inc., which now reports control over 4,187,548 shares of Tharimmune common stock through warrants exercisable within sixty days. This represents 9.99% of Tharimmune’s common stock, calculated using 37,729,847 shares outstanding as of January 17, 2026 plus the warrant shares.

The warrants are subject to a 9.99% ownership blocker in a Subscription Agreement, so an additional 13,070,680 shares issuable under the warrants are not counted in Broadridge’s beneficial ownership. The securities are owned of record by Broadridge Securities Processing Solutions, LLC, with Broadridge Financial Solutions, Inc. holding voting and dispositive power, and the filing states the stake is held on a passive, non‑control basis.

Tharimmune, Inc. appointed Angela Dominy Radkowski as Chief Operating Officer effective February 5, 2026, under an employment agreement providing a $300,000 annual base salary and an annual cash bonus target of $100,000, plus potential time- and performance-based equity awards.

The Board also elected CEO Mark Wendland as Chairman, with former Chairman Vincent LoPriore remaining on the Board, and refreshed its Audit, Compensation, and Nominating & Corporate Governance committee memberships. Nasdaq notified the company on February 2, 2025 that it had regained compliance with the Board Independence Rule after electing two independent directors on January 30, 2026.

ARK Investment Management LLC and Catherine D. Wood report beneficial ownership of 3,252,033 shares of Tharimmune, Inc. common stock, representing 8.92% of the class as of 12/31/2025.

ARK has sole power to vote and dispose of these 3,252,033 shares. Catherine Wood is reported with shared voting and dispositive power over the same shares. The securities are stated to be acquired and held in the ordinary course of business, not for changing or influencing control of Tharimmune.

Tharimmune, Inc. (THAR) received a Schedule 13G reporting significant share ownership by LCV-affiliated investment entities and individuals. The reporting group discloses beneficial ownership of up to 9.99% of Tharimmune’s common stock for each reporting person, based on 36,444,785 shares outstanding as stated in a December 24, 2025 proxy statement.

The group collectively holds 16,500,504 warrants exercisable into 16,500,504 shares of common stock at an exercise price of $0.0001 per share. These warrants are subject to a 9.99% beneficial ownership blocker, which prevents any holder from exercising warrants to the extent it would push their ownership above 9.99% of the company’s outstanding shares after exercise. The filers certify that the securities were not acquired to change or influence control of Tharimmune.

Tharimmune, Inc. held a virtual special meeting of stockholders on January 30, 2026, with 20,076,887 shares, or approximately 55.08% of eligible common stock, represented to constitute a quorum. Stockholders elected two new directors, Jill E. Sommers and William Wiley, both receiving strong majority support.

Stockholders approved the issuance of common shares underlying Strategic Advisor Warrants, Cryptocurrency Pre-Funded Warrants issued for Canton Coin consideration in a private placement, and Advisor RSUs and related common shares issued to the placement agent. They also approved an amendment to the 2023 Omnibus Equity Incentive Plan to increase available shares by 7,000,000, and authorized potential adjournments of the meeting if needed. The company later issued a press release announcing the new director elections.

Tharimmune, Inc. filed a current report to highlight a corporate update. On January 26, 2026, the company issued a press release announcing its role as a Super Validator on the Canton network, signaling an operational development related to that blockchain platform. The press release is provided as Exhibit 99.1 to this report and is incorporated by reference, giving readers access to more detail on Tharimmune’s new role.

Tharimmune, Inc. entered an underwriting agreement with Clear Street LLC for an underwritten registered offering to a single institutional investor. The deal covers 1,800,000 shares of common stock at $2.92 per share and pre-funded warrants to purchase up to 17,000,000 shares, priced just below the common share price. The underwriter will buy at discounted prices, and gross proceeds to Tharimmune are expected to be approximately $55 million before fees and expenses.

The company plans to use the cash primarily to expand and develop its Canton-centric digital asset treasury strategy and for general working capital. Tharimmune also updates investors on its at-the-market program, noting it can sell up to $64,910,161 of common stock and has received $7,147,829 in gross proceeds as of January 16, 2026. A related press release announced the closing of the offering.